**Exhibit 3.1**Restated Articles of IncorporationofCHAMPION ENTERPRISES, INC.ARTICLE I          The name of the corporation is Champion Enterprises, Inc.ARTICLE II          The purpose or purposes for which the corporation is organized is to engage in any activitywithin the purposes for which corporations may be organized under the Business Corporation Act ofMichigan.ARTICLE III          The total number of shares of stock which the corporation shall have authority to issue is125,000,000 shares, of which 120,000,000 shares shall be Common Stock of the par value of $1.00each (“Common Stock”), and 5,000,000 shares shall be Preferred Stock of no par value (“PreferredStock”).Preferred Stock          The Board of Directors is authorized at any time and from time to time to provide for theissuance of shares of Preferred Stock in one or more series with such voting powers, full orlimited, or without voting powers, and with such designations, preferences and relativeparticipating, optional or other special rights, and qualifications, limitations or restrictionsthereof as shall be expressed in the resolution or resolutions establishing such series andproviding for the issuance thereof adopted by the Board of Directors and as are not expressed inthese Articles of Incorporation as hereafter amended, including, without limiting the generality ofthe foregoing, the following: (1) the designation and number of shares of such series;  (2) the dividend rate of such series, the conditions and dates upon which suchdividends shall be payable, the preference or relation of such dividends to dividendspayable on any other class or classes of capital stock of the corporation, and whethersuch dividends shall be cumulative or noncumulative;  (3) whether the shares of such series shall be subject to redemption by thecorporation, and, if made subject to such redemption, the times, prices, rates,adjustments and other terms and conditions of such redemption;  (4) the terms and amount of any sinking or similar fund provided for the purchaseor redemption of the shares of such series;
 

 
 (5) whether the shares of such series shall be convertible into or exchangeable for sharesof capital stock or other securities of the corporation or of any othercorporation, and, if provision be made for conversion or exchange, the times, prices,rates, adjustments and other terms and conditions of such conversion or exchange;  (6) the extent, if any, to which the holders of the shares of such series shall beentitled to vote as a class or otherwise with respect to the election of directors orotherwise;  (7) the restrictions and conditions, if any, upon the issue or reissue of anyadditional Preferred Stock ranking on a parity with or prior to such shares as todividends or upon dissolution;  (8) the rights of the holders of the shares of such series upon the dissolution of,or upon the distribution of assets of, the corporation, which rights may be differentin the case of voluntary dissolution than the case of involuntary dissolution; and  (9) any other relative rights, preferences or limitations of shares of such seriesconsistent with this Article and applicable law.          The powers, preferences and relative participating, optional and other special rights of eachseries of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, maydiffer from those of any and all other series at any time outstanding. All shares of any oneseries of Preferred Stock shall be identical in all respects with all other shares of such series,except that shares of any one series issued at different times may differ as to the dates fromwhich dividends thereon shall be cumulative. The terms of any series of Preferred Stock may beamended without consent of the holders of any other series of Preferred Stock or of the CommonStock, provided such amendment does not adversely affect the holders of such other series ofPreferred Stock or the Common Stock.          Shares of any series of Preferred Stock which have been issued and reacquired in any mannerand are not held as treasury shares, including shares redeemed by purchase (whether through theoperation of a retirement or sinking fund or otherwise), will have the status of authorized andunissued Preferred Stock and may be reissued as a part of the series of which they were originallya part or may be reclassified into and reissued as a part of a new series.Common Stock          Each holder of Common Stock shall be entitled to one vote for each share of Common Stock heldof record on all matters on which shareholders generally are entitled to vote. Subject to theprovisions of law and the rights of the Preferred Stock and any other class or series of stockhaving a preference as to dividends over the Common Stock then outstanding, dividends may be paidon the Common Stock at such times and in such amounts as the Board of Directors shall determine.Upon the dissolution, liquidation or winding up of the corporation, after any preferential amountsto be distributed to the holders of the Preferred Stock and any other class or series of stockhaving a preference over the Common Stock then outstanding have been paid or declared and set apartfor payment, the holders of the Common Stock shall be entitled to receive all the remaining assetsof the corporation available for distribution to its shareholders ratably in proportion to thenumber of shares held by them, respectively.
 

 
ARTICLE IV          The address of the registered office is:30600 Telegraph Road